Groundstar Announces Prospectus Offering of Units and Flow-Through Units

CALGARY, ALBERTA--(Marketwire - Nov. 29, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

The board of directors of Groundstar Resources Limited (TSX VENTURE:GSA) (the "Company") is pleased to announce that it has filed a preliminary short-form prospectus with the securities regulatory authorities in each of the provinces of British Columbia, Saskatchewan, Alberta and Ontario, in connection with the qualification for distribution of up to 10,000,000 units in the capital of the Company ("Units") and 8,000,000 units issued on a "flow-through" basis pursuant to the provisions of the Income Tax Act (Canada) ("Flow-Through Units"), at a price of $0.20 per Unit and $0.25 per Flow-Through Unit (the "Offering"). The Offering is expected to close on or about December 19, 2012 and is subject to customary regulatory approvals. Each Unit shall consist of one common share ("Common Shares") and one-half of one common share purchase warrant ("Warrant"). Each Flow-Through Unit shall consist of one flow-through common share and one-half of one common share purchase Warrant. Each whole Warrant shall be exercisable into one additional common share of the Company for 18 months following the Closing Date at an exercise price of $0.30 per common share.

The shares will be offered on a commercially reasonable efforts basis through a syndicate of agents including PI Financial Corp., Canaccord Genuity Corp., (collectively, the "Agents") and Primary Capital Inc.

The net proceeds received by the Company from the Offering will be used to further the exploration and development activities of its oil and gas properties and for general corporate purposes. The proceeds received by the Company from the sale of the Flow-Through Common Shares will be used to incur eligible Canadian Exploration Expenses ("CEE") which will be renounced in favour of subscribers for the 2012 taxation year.

A copy of the preliminary prospectus, which contains important information relating to the Offering, is available under the Company's profile on the SEDAR website at www.sedar.com. The preliminary prospectus is subject to completion or amendment. There will not be any sale or acceptance of an offer to buy the Common Units and/or Flow-Through Units until a receipt for the final prospectus has been issued. Completion of the Offering is subject to and conditional upon the receipt of all necessary approvals.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an exemption from the registration requirements of such Act.

About Groundstar Resources Limited

Incorporated in 1968, Groundstar Resources Limited is a publicly traded oil and gas company with exposure to 7.3 million gross acres of resource assets. The Company is actively growing a portfolio of producing oil and gas assets with development opportunities and exploration upside. The Company's current portfolio of resources assets provides both near term and longer term potential. Groundstar trades under the ticker symbol "GSA" and currently has 5.9 million basic shares outstanding.

This press release contains forward-looking statements within the meaning of applicable securities laws, including expectations regarding the timing of the closing of the Offering, the gross proceeds to be raised therefrom, the anticipated use of proceeds from the Offering and the receipt of regulatory approval. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks include, but are not limited to: the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses and health, safety and environmental risks), commodity price and exchange rate fluctuation, uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures, uncertainties regarding the ultimate success of the Offering and the ability of the Agents to raise proceeds pursuant thereto and the ability of the Company to obtain all necessary regulatory approvals. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Primary Capital Inc. is to act as selling group member.